Wrap Text
Update on various matters pertinent to the Implats mandatory offer
ROYAL BAFOKENG PLATINUM LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2008/015696/06)
JSE share code: RBP ISIN: ZAE000149936
(“RBPlat” or the “Company”)
UPDATE ON VARIOUS MATTERS PERTINENT TO THE IMPLATS MANDATORY OFFER
Shareholders of RBPlat are referred to the mandatory offer by Impala Platinum Holdings Limited (“Implats”) to
RBPlat shareholders (the “Mandatory Offer”), the terms of which are set out in the Implats offer circular posted
on 17 January 2022 (the “Offer Circular”), and to the RBPlat offeree response circular to RBPlat shareholders,
dated 11 February 2022.
Shareholders of RBPlat are also referred to the announcement released on SENS by Implats on 31 May 2023
regarding the further acquisition of RBPlat shares by Implats, the introduction of a broad-based empowerment
transaction and the extension of the Longstop Date and the Closing Date of the Mandatory Offer (as defined
in the Offer Circular) (the “Implats Announcement”).
FURTHER ACQUISITION OF RBPLAT SHARES BY IMPLATS
As detailed in the Implats Announcement, Implats has concluded an agreement with the Public Investment
Corporation (SOC) Limited to acquire 26 895 876 RBPlat shares constituting approximately 9.26% of the RBPlat
shares in issue for a consideration per RBPlat Share equal to the offer consideration as described in the Offer
Circular. After the aforementioned trade is implemented, Implats will hold RBPlat Shares comprising an
aggregate of approximately 55.46% of the RBPlat shares in issue, and as a consequence, Implats will control the
majority of the shares in RBPlat and RBPlat will become a subsidiary of Implats.
INTRODUCTION OF A BROAD-BASED EMPOWERMENT TRANSACTION
In the Implats Announcement, Implats informed RBPlat shareholders that Implats intends to facilitate increased
broad-based ownership in the PGM sector through the implementation of an empowerment structure at
Implats’ subsidiary, Impala Platinum Limited (“Impala”) and RBPlat, through RBPlat’s wholly-owned subsidiary
Royal Bafokeng Resources Limited (“RBR”), which houses RBPlat’s operations (the “Proposed Empowerment
Transaction”), including the creation of a community share ownership trust which will hold an equity interest in
both Impala and RBR, as well as the option to replace the RBPlat employee share ownership plan, which the
Company has concluded, with an employee share ownership trust (as detailed in the Company’s integrated
report published on 8 March 2023, at the election of RBPlat employees. In addition, Implats has advised that it
has partnered with Siyanda Resources Proprietary Limited, which will lead a broad-based empowerment
consortium as part of the Proposed Empowerment Transaction. Furthermore, Implats has advised that an
approximate 3% shareholding in Impala and RBR is intended to be warehoused for entrepreneurs, with a focus
on women and youth entrepreneurs, from the Rustenburg community.
RBPlat shareholders are referred to the Implats Announcement for further information regarding the Proposed
Empowerment Transaction.
EXTENSION OF THE LONGSTOP DATE AND CLOSING DATE
In the Implats Announcement, RBPlat shareholders were informed that the Longstop Date set for fulfilment or
waiver of the conditions precedent to the Mandatory Offer, and the Closing Date of the Mandatory Offer, will
be extended to Wednesday, 28 June 2023.
Implats has also confirmed that it reserves the right to further extend the date set for fulfilment or waiver of the
conditions precedent applicable to the Mandatory Offer (and thus the Longstop Date) on the basis set out in
the Offer Circular, in which event a further announcement will be made. In the event that the remaining two
conditions precedent applicable to the Mandatory Offer (being the issuance by the Takeover Regulation Panel
of a compliance certificate and the JSE approval of the listing of the Impala consideration shares), are not
fulfilled by the Longstop Date RBPlat shareholders are reminded that Implats does not have an obligation to
further extend the Longstop Date, which would result in the Mandatory Offer lapsing.
Implats has confirmed that it continues to reserve the right to amend other terms of the Mandatory Offer on the
basis set out in the Offer Circular and RBPlat Shareholders are referred to the provisions set out in paragraph 3.16
of the Offer Circular, which remain in effect until the Closing Date. If any such amendment is made, a further
announcement will be made detailing the relevant amendments.
RESPONSIBILITY STATEMENT
The RBPlat Independent Board, individually and collectively, accepts responsibility for the accuracy of the
information contained in this announcement which relates to RBPlat. To the best of the RBPlat Independent
Board’s knowledge and belief, the information contained in this announcement is true and nothing has been
omitted which is likely to affect the importance of such information.
Johannesburg
31 May 2023
Lead Corporate & Financial Advisor and Transaction Sponsor to RBPlat
Questco Proprietary Limited
Financial Advisor and JSE Sponsor to RBPlat
Merrill Lynch South Africa Proprietary Limited t/a BofA Securities
Financial Advisor to RBPlat
Rothschild & Co South Africa Proprietary Limited
Legal Advisor to RBPlat
Bowman Gilfillan Inc.
Queries:
Lindiwe Montshiwagae
Email: lindiwe@bafokengplatinum.co.za
Tel: +27 (0)10 590 4510
M: + 27 (0) 82 920 7803
Thandeka Mthembu
Email: thandekam@bafokengplatinum.co.za
Tel: +27 (0) 10 590 4510
M: +27 (0) 72 674 9601
Date: 31-05-2023 08:30:00
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